Spider Man: Rise of the Fantastic 4
by Classic Cowboy
Summary: In honor of the new season of KP, the long awaited follow up to Spider Man! From the ashes of a shattered family, a failing friendship, and a broken young woman, a new group of heroes will rise.
1. Big News and New Friends

_As the family goes, so goes the nation and so goes the whole world in which we live_. - John Paul II

_**Spider-Man.**_

_**Odd way to start a story, but that's a point of view for this. It all started with Spider-Man.**_

_**It wasn't really his fault. He came on the scene in a flashy costume with flashy powers, and people stopped noticing me a lot.**_

_**Then, something happened to my father, and he became like so many me and Ron battled… And he died fighting Spider-Man.**_

_**Again, it wasn't Spider-Man's fault; he didn't murder him, but my father is gone, and a part of my heart is still torn with his absence.**_

_**It's been three years, and I still miss him so much.**_

_**The world kept turning, and time kept going, but I had no idea how this new year would change my world more than I ever thought possible …**_

**SPIDER-MAN:**

**THE RISE OF **

**THE FANTASTIC 4**

Kim Possible rubbed her slightly pink nose as she brushed snow from the tombstone near the oak tree in Middleton Memorial Cemetery. "There you go, Dad," Kim said out loud when the last of the white powder was cleared from the marble. She then placed the bouquet of flowers at the base of the stone with her father's name "Norman James Possible" engraved above two dates.

"I just wanted to swing by and say Merry Christmas." Kim said as she stood up. "It's not the same without you telling us Christmas stories all the way to midnight …"

"Well, I better get going; don't want to be late for Christmas/Hanukkah. Mom and Mrs. S will have a fit if I'm late again this year. Bye, Daddy … I love you." She said, turning to walk out of the cemetery and on through the snow-covered sidewalks of Middleton.

"I hate the wind …" She said, clinging her green trenchcoat around her trembling body as her scarf whipped behind her, loosening the knot around her neck. Finally, the scarf unwrapped from her neck and flew through the air. "I hate that scarf!" Kim cursed as she dove after the cheap, light green, cloth scarf she'd bought from Smarty Mart. She finally gave up trying to catch it and dropped to her knees in the snow. "I hate winter … I hate cold … I hate my life …" Kim growled to herself.

Kim's life has been in a downward spiral for at least the past three years. Since her family almost fell into bankruptcy, she, her mother and brothers had been almost dirt poor with her mother's salary going almost entirely into paying back overdue loans and bills. And with her father being revealed as the mad criminal known as the Green Goblin, the missions and favors came to an abrupt stop, but the icing on the cake was with Ron living and working in Upperton, she seldom got to spend time with her life-long best friend.

"Hey, Red, chin up," a voice called from above her. "It's Christmas."

Kim looked up to see her reflection in a pair of reflective eye-pieces in a red and black webwork mask. "Spider-Man?"

"Long time no see, Kim," the Webslinger said as he flipped down from his webline and held out a hand to help the girl to her feet.

"What are you doing here?" She asked as she took the proffered glove.

"Oh, just visiting family for the holidays and I saw you chasing this. Yours?" he asked, holding out the scarf with his other hand.

"Oh, thanks, yeah … I sorta lost it." Kim said, blushing slightly as she took it from his hand.

"Not a problem, stopping crazies in rhino costumes and saving beautiful girls' runaway scarves is just what I do," Spider-Man replied with a dramatic pose.

"Thanks anyway," She said, leaning in to kiss him on the cheek through the mask.

"You know… Stoppable's in town, too." He said as she backed away. "With him being my unofficial photographer and all, we talk a bit… he's… missed you a lot."

"Really?" She asked, seemingly taken aback by the statement.

"He says you're the best friend he's ever had. Anyone would be a complete nut job not to miss someone like you," Spider-Man said, firing up a webline. "Need a ride to mom's place? I can swing you right on by."

"Na, I think I'll walk. I have to stop and pick up something first." Kim said with a smile. "Thanks anyway."

"You be careful and have a bon-diggity Christmas, Red," Spider-Man said as he swung away.

"You too, Spidey," Kim sighed, letting the smile fade as she continued to drag her feet toward her best friend's mother's home.

**(4)**

Kim made it home and was a bit surprised to see two new faces in the Stoppable/Possible home. There was, of course, her mom and Ron's "Hey, sis!" Her twin brothers Jim and Tim bellowed in unison as they came storming toward her. But the ones that caught her attention were two men talking happily with Ron and his girlfriend Gwen Stacy.

"Oh, Kimmie, you made it!" Anne Possible came into the room and hugged her daughter. "There's someone I'd like you to meet." Anne said, smiling in a way Kim hadn't seen since before her father died.

"Huh?" Kim asked as Anne grabbed her arm and pulled her toward the two men. "Wait … Brick?" Kim said, surprised. She'd never seen the former quarterback without Bonnie Rockwaller attached. "You shaved your head?" Kim blinked at the football player from her graduating class.

"Yeah, Reed twisted my arm into showing. As for the hair, I lost a bet with Moni." Brick said, running a hand over his scalp.

"Who's Reed?" Kim blinked, still confused.

"My boyfriend!" Anne said with a huge grin.

The gears in Kim's brain came to a screeching halt with her mother's last statement. "I'm sorry?" Kim blinked.

"Kimmie, this is Reed Richards; he's a scientist at the space center," Anne introduced the lanky man, who seemed more than a bit familiar. "He's a widower, too, He's helped me a lot in dealing with your father's death, and I've helped him deal with his family's passing."

Kim's head began to swim slightly. "We've been dating for almost a year now. I've been looking forward to you coming home, so I could surprise you! I know how often you find time to get away from Lowerton."

"It's great to finally meet you, Kim," Reed Richards took Kim's hand and shook it warmly. The man looked as if he was around the same age as her late father with neat, brown hair with graying sideburns.

"Hey, KP!" Ron grinned as he moved in to give the shell-shocked redhead a hug. "How ya been?" He smiled warmly at her.

"Fine …" Kim replied on autopilot as Gwen joined them.

"Hey, Kim," Gwen smiled at the girl. "We've got a Christmas/Hanukkah present for you too. You get a choice: do you want to be Ron's Best Man, or Best Woman as the case may be, or my Maid of Honor?" Gwen grinned, showing off a ring with a modest diamond.

Now the room was officially spinning. Kim felt bile start to rise in her throat. Her mother was dating some guy, and Ron, _her_ Ron, was getting married. Kim was beginning to wonder when the Stoppable living room got so small and tight.

"I … oh, I forgot … I gotta …" Kim stammered, moving toward the front door. "I need… I forgot … I … um … I … I'll be back in a few …" Kim said as she quickly left the surprised family.

"What's up with her?" Brick blinked, glancing among the twins.

"I'll go after her," Ron said, starting toward the door, but was stopped by Kim's mother.

"No, I'll talk to her," She said with a sad frown. She nodded to Reed before going after her daughter.

"Well then … who's for Christmas Stories?" Reed grinned sheepishly.

**(4)**

Kim ran for some time and surprised herself when she came to a stop in front of Bueno Nacho. The sign lit in neon green read "Open twenty four/seven" beckoned her in, and she glanced around the empty dining area.

She numbly walked to the familiar booth -their booth- before plopping down and simply staring at the table.

She blinked when a tray of nacos appeared in front of her. She blinked and looked up to see a red-headed young man around her age smiling at her. "I didn't order anything."

"No, but I did, and it's my break," he smiled a sideways smile. "Ordered a bit much, though. I was hoping you'd be hungry, so I could clean my tray." He held out his hand. "Frankie Raye, and you are… pretty? Cutie?"

"Kim," Kim said flatly.

"I was close, Kimmie," Frankie said sitting down across from her. "So, what's bugging you?"

"No idea what you're talking about …" Kim said, reluctantly taking a burrito. Frankie cocked an eyebrow. "Ok, my life seems to keep getting worse and worse, ok? Happy? Why the heck am I even talking to you? I don't even know you!"

"I've served you and Ron since I started here when we were all in ninth grade," Frankie smirked at Kim's dumbfounded look. "Ron knows me; we were a lot a like. Both freaky geeks, I just wasn't lucky enough to get your attention before popularity got yours, KP." Frankie sat back. "Let me guess: you're upset because Ron's engaged and living in Upperton, your mom is dating another guy, and your hero career is in the toilet?" Kim blinked twice. "Two blinks mean yes?"

"How …" Kim forced out.

"I'm observant," Frankie winked, "Your mom and a new guy have been coming in here a lot together, holding hands and playing footsy under the table, you know, couple stuff. I know, TMI, but anyway, Ron was in here yesterday with a blond girl sporting a rather noticeable ring on her finger, and finally, I haven't seen your exploits on the news in a very long time."

"Am I that transparent?" Kim asked bowing her head.

"Nah, the red hair and pale skin makes it a little hard to see through, not even to go through the clothes." Frankie noted, earning a small giggle from the young woman.

The door chime sounded, and Frankie glanced back to see Kim's mom looking for her. "Looks like you and your mom have some girl-time to kill," He said, scribbling a name and number on a napkin. "If you ever want to talk or something, give me a call. This is my cell number, and I always have it with me."

"Thanks, Frankie," Kim gave a grateful smile as she placed the napkin in her pocket while Frankie went to dispose their meal.

"Can I sit down?" Anne asked as she approached her daughter, the most timid Kim had ever seen her.

"Free country, Mom," Kim tried to joke, but it came out dryly. Anne silently sat down and stared at her lap.

"I'm sorry," Anne whispered just loud enough for Kim to hear. "I should have thought you might have gotten upset about me and Reed. And I tried to get Gwen to hold off on her little surprise, but … oh, Kimmie, I am so sorry."

"A little warning would have been nice … from you AND Ron," Kim stated, brushing some hair from her face.

"Would it have made it any easier for you?" Anne asked curiously.

"Probably not, but it sounds good on paper …" Kim grumbled into her hands.

"I'm not asking you to start calling him 'dad,' or to even consider him anything remotely like your father," Anne said, reaching over and taking Kim's hands. "but … Kimmie, I've been so lonely without your father, and … Reed's smart, funny, and charming in his own geeky way."

"I'm not making any promises, but … I'll try to get to know him, ok?" Kim said after a moment's pause.

"Now … about Ron and ..." Anne started, but was cut off by Kim jerking her hands from hers and crossing her arms.

"The bitch. I don't like this; she's just using him to get reports on Spider-Man," Kim growled.

"I don't recall her writing much about Spider-Man in the paper, Kimmie," Anne said carefully. "And even if it is true, isn't marrying the man going a bit far?"

"This wouldn't have anything to do with what happened after your father's funeral?" Anne asked carefully, but gulped as Kim's mouth fell open.

"Did Ronald tell you about that?" Kim hissed, starting to rise, but Anne jumped out and grabbed her arms, pulling her back down.

"No! No, Ron didn't say a thing. I watched you two walked off and kinda eavesdropped. I'm sorry, but I was worried about you two and just wanted to make sure you were ok." Anne said in a rushed tone.

"I poured my heart out to him, Mom." Kim said, her eyes tearing up. "I told him I loved him … he wasn't supposed to turn his back like he did …"

"This isn't the movies, Kimmie. Sometimes, it works; sometimes, it doesn't," Anne said consolingly. "I know it's hard, and it will be hard for some time, but you have to accept that he only sees you as his friend, and maybe… he loves Gwen like you love him. And maybe Gwen will make him happy. If you really love him, Kimmie, you want him to be happy, right?"

"That doesn't mean I have to like it," Kim sniffled.

"No, it doesn't; you don't even have to like Gwen, but best friends may be the best you can have with him," Anne gave a small smile, "I know it isn't fair, but it's really a 'take it or leave it' situation." Anne then glanced to the boy at the counter. "Besides you may have another prospect. I admit it might be settling for second best, but the young man you were talking to when I came in isn't that bad …"

"Mother! Not so loud." Kim hissed with a flush.

"He's too busy to hear us anyway," Anne waved her hand dismissively.

"C'MON! MY FRANKINESS CAN OUT PERFORM THE RON FACTOR ANY DAY! OBSERVE!" He said loudly to the women's table before cramming several nacos into his mouth and swallowing them whole, earning applause from his coworkers.

"Anyway, why don't you come with me and Reed next weekend?" Anne said, ignoring the show. "He's taking his experimental space plane into orbit to see New Year's from space. Why don't you come with us? It'll give you time to get to know him better and get your mind off the blondes." Anne didn't receive an answer. "Kimmie?" she glanced up to see her laughing at Frankie's demonstration. "Not that you need to." she said with a small smile.

Neither of the women nor anyone else in Bueno Nacho for that matter noticed the red-and-blue figure outside the window, narrowing his eyes slightly under his mask at the BN employee. "Outperform the Ron Factor?" Spider-Man mumbled as he swung away. "As if."

**(4)**

Kim and Anne returned with smiles on their faces. Kim's was a little forced, but not as bad as it was earlier. "Welcome back," Brick and Gwen greeted as they all looked up from Reed's story.

"Where's Ron?" Kim asked glancing around.

"He went to pick up some more chips and dip," Gwen explained.

"I'm sure it wasn't anything for him to swing by the store," Anne said, taking a seat next to her boyfriend.

"I'm back!" Ron said, running in the back door with a grocery bag, "Baby, it's cold outside," He shivered.

"You need to bundle up more, Ronnie," Gwen said, taking the grocery bag from him. "Your hands are like ice." She said with concern.

"I'm just Frankie," Ron said offhanded, earning a surprise glance from Kim and confused looks from everyone else.

"What?" Kim asked with a tilted head.

"I said I'm just fine," Ron blinked.

"You said you're just Frankie." Kim cocked an eyebrow.

"Hmm, weird, must have just slipped, cold tongue, ya know?" Ron grinned. Everyone but Kim shrugged dismissively while she just narrowed her eyes.

"Kimmie's coming with us next weekend for the New Year's flight, hon," Anne said, touching Reed's arm.

"Oh, really? I was really hoping you would, Kim. I was really hoping to get to know you. I know if you're anything like your mother, we'll get along famously. Plus, having a real-life hero on-board will make me feel a lot better." Reed said excitedly

"I'm not really a hero anymore," Kim said, her shoulders drooping slightly.

"Once a hero, always a hero, KP," Ron smiled, patting her back.

"So, who's up for Christmas Carols?" Gwen spoke up, moving in between Kim and Ron and hugging his arm.

The family and friends began singing old time favorites, totally unaware of the odd, multicolored rays flying fatefully through space towards Earth.

**To Be Continued…**


	2. Friends Forever

**THIS CHAPTER CONTAINS SOME MATURE SITUATIONS AND NUDITY, READER DISCRETION IS ADVISED …**

**Chapter 2: Friends Forever  
**

It was the day after Christmas, and while most people in Middleton were preparing to go to the shopping mall and stores returning unwanted gifts, a group of shadowy figures crept through the Middleton Space Center's robotics department.

The group paused at a door and began to examine the security lock. "Excuse me, but if you're here for the tour, it's canceled till after the New Year." They turned quickly to see Spider-Man staring down at them from his perch on the ceiling. "But if you'd like to see what it's like in prison, I can help arrange that."

The three body-suited and masked men raised silenced handguns and began firing at the Web-slinger. "Hey! Don't you know you could put someone's eye out with that?!" Spider-Man asked as he webbed the guns. "You could be at home, celebrating post-Christmas and post-Hanukah activities, but no, you have to get yourselves in sticky situations." He said, webbing one thug to the wall.

Spider-Man leapt one diving thug, then moved to block a chop from another with his own arm. His eyes widened behind his mask as the thug's arm broke off completely leaving wires. "Ok, that's new. Definitely getting flashes of Star Wars, here, guys, but if you try to tell me you're my father, I will not scream like a little girl. I'll just beat the snot out of you."

The two climbed back to their feet while the other pulled himself from the wall. "Well, then, tough little Tin Men, aren't ya? Go ahead, say it," Spider-Man paused, crouching slightly before them. "C'mon, you know you wanna say it; say it!" He then stood upright and did a few steps of the robot. "Resistance … is … futile …" he said in a mechanical voice before ducking a punch toward his head. "Man, not Trekkies either? Tough crowd."

"Why don't we cool off all this hostility and sing a nice little tune together?" Spider-Man asked, bending backwards to dodge a few more punches, only to roll backwards, kicking the robotic thugs over his head. "Do you guys know the lyrics to the Tin Man song? No? I thought it'd be your favorite."

He felt the Spider-Sense warning a second too late as a stubbed limb pushed into his chest, and live wires sent electricity through his body. The Web-slinger yelped and fell backwards. "Dang it, guys," He said, holding his tender ribs, "My hair's going to be sticking up for a week now … thanks!" His eyes widened as their forearms opened, revealing rockets. "Bugger."

He used every bit of his enhanced strength and agility to duck and dodge the rockets, letting his spider-sense guide him, but the explosions in such a small space still sent him to the floor hard enough to knock him in a daze. He wasn't sure how long he was out, but as he lifted himself off the floor, he realized the robots were long gone. "Great job. Robo-Thugs A, B, and C: 1, Spidey: nada."

**(4)**

Ron sighed as he rested his bruised body against his old home's shower stall. Even with his quick healing, his back was going to be showing the burn from the explosion for a while. He got out of the shower and wrapped a towel around him before exiting the bathroom, running into Reed on the way. "Dr. Richards? What are you doing here so …" he drifted off looking down to see the man in boxers and a tee shirt, complete with bed head. "Oh, I am so glad Kim went home last night."

"I … uh … yeah, judging by her reaction last night, telling her could prove treacherous …" Reed agreed, "I was hoping I could get a quick shower and sneak out before anyone could wake up."

"In this family? Fat chance," Ron laughed before the two men were shoved aside by two teenaged boys, one slamming the door in the other's face while the other pounded on the door angrily, completely ignoring the two older men. "Case in point."

"Gotcha," Reed flushed.

"Don't worry, Doc. I like you, so I'll see if I can soften Kim up." Ron gave him a thumbs up as he started toward the attic guest room. He stopped suddenly and turned back to the scientist. "And a guy who has to say Possible women are among the hottest of God's creation must ask. How was it?"

"The physical strain and mental exertion was beyond what should be capable from a mass such as …" Reed stopped at Ron's blank look. "I think the term is wildcat."

"You and Mr. Dr. P would be pals, no doubt," Ron shook his head, "I have to introduce you to my bud Wade some time. He talks your language, too."

Reed nodded and Ron went on to his room.

He sat down roughly on the bed and looked down at the red and blue tights laying on the floor, the reflective eyes of the webwork mask staring up at him. "Should I tell her now?" He asked, looking down at the mask. "What do you mean, 'which her?'?" Well … not really sure which her, actually. Maybe I should just unmask on national television … no, you're right, that's a stupid idea, too …" He froze for a moment, "And now I'm talking to my own costume … great sign of mental stability, Stoppable; 'course, it's no worse than going out in public in said costume…"

His eyes went wide and turned to the door as someone began pounding on it. "Yo, Ronster, you up?" Brick's booming voice filed through the door.

"Yeah, just a second!" Ron called out, pulling on his pants and shoving his suit under the bed at the same time. "Door's open! Ron called, once he was sure the costume was out of sight, and Brick quickly walked in. "Hey, pal, get some clothes on! We gotta leave now if we're gonna make it to Lowerton by show time!"

"Show time?" Ron blinked at his friend.

"Dude, you are engaged to one hottie of a babe; this calls for celebration!" Brick said, slapping Ron's sore shoulder. "And Fire and Ice are like the top ten strippers in the area, maybe even the county. A buddy of mine said he caught their dance a while back and it is smokin' hot!"

"Dance?" Ron blinked again.

"The Kit Kat Club in Lowerton," Brick said, crossing his arms. "You saying you've never been there? Little on the dirty side, but it's one of the best full nude bars in the state."

"Gwen wouldn't like that idea," Ron said, "And I'm fairly sure Monique won't either."

"What the girls don't know won't hurt 'em." Brick grinned.

**(4)**

Ron sat awkwardly before the stage in the smoky, low-lit bar. For some reason, his spider-sense was tingling, not in the sense of deathly danger, but in the sense that something bad was about to happen. And it was, very shortly.

"Now, is this place so bad?" Brick said, handing Ron a beer. "Sure, it's not the cleanest floor, but Aunt Petunia's number one nephew knows were to find good shows."

"Ok," Ron nodded, taking a swig of the beer and wondering just what was the non-immediate danger was to himself. _It's probably just the sense of knowing that Gwen will likely kill me when I get home_. He blinked and glanced to the stage when Def Leppard's _Sweet Cherry Pie_ came on blaring on the speakers.

"EVERYONE, GIVE A WARM WELCOME TO … FIRE AND ICE!!!" the DJ called out as a heavily made-up redhead and brunette came prancing out in button-up tops and skirts. The redhead looked very familiar, but with her dancing away from him, he couldn't really tell at the moment. His eyes wondered up the brunette's long, tanned legs, over the tight skirt and loose top, which wasn't loose enough to hide her figure. Then … he saw her face. "Bonnie?"

"Holy crap, it's my ex! This is gonna be sweet!" Brick laughed when he recognized her, too.

Ron watched, enchanted by the sway of the former cheerleader's hips and curving of her body as she danced to the heavy beat. "At least I'll die happy," he said, ignoring his spider-sense blaring even more in the back of his mind.

"Y'all ready for the main event?" the DJ called as the song faded. The crowd roared in response. "Alright then, Ladies, show them what ya got!" he said as the Def Leppard song _Pour Some Sugar On Me_ came on blaring. Bonnie rocked her head and tapped her foot to the music for a moment as the redhead walked toward her across the stage with a heavy sway in her hips.

Brick and Ron watched, completely entranced by the show as the girls ran their bodies over each others in their seductive dance. "She's beautiful …" Brick said, staring at the redhead dancer. "She's hot … she's sexy … she's …"

"KP." Ron squeaked as the girls began undressing each other while they danced against one another. Ron's jaw dropped when Kim's flame-themed thong flew into his lap.

"Dude …" Brick grinned at him. "Your best friend is a stripper. A very hot one at that." Ron would have punched him had he not been staring at more Kim than he thought he would ever see.

He continued watching Kim's every move, sway, bend, and despite the situation, he had to say it was the most graceful, most beautiful thing he had ever seen. He had even forgotten about the curvier Bonnie dancing along with her.

The dance lasted for a little over four minutes, and as the music faded, Kim and Bonnie struck a pose. The hot lights faded and the lights in the bar came back on. Ron finally realized what his spider-sense was trying to warn him of when green eyes locked with brown. "Aw, shit." Brick muttered when a look of horror crossed Kim's features. She quickly gathered the tips and clothing scattered across the stage with Bonnie, using one arm to try to hide herself from Ron's still gaping gaze.

"We better get back," Brick said, standing up as the girls left the stage.

"You go on; I'll catch a bus, ok?" Ron said standing too.

"You sure?" Brick asked, "Oh, wanna check on your buddy, huh? Ok, I can see that. Tell Kim I said hey, alright, and that she did a great job!" he grinned, missing Ron's glare.

**(4)**

The rather bulky bouncer stood guard at the rear exit of the Kit Kat Club, smoking a cigarette. He blinked when he felt something warm and sticky hit his shoulder. "Huh? Stupid bird…" he said, moving his hand to brush it off, only to find a webline. "What the …" he asked before a second webline hit his other shoulder. Before he could scream, he was pulled up into the air and webbed to the side of the building with his mouth and ears covered.

Ron carefully crawled down the wall when the door opened. "Where's the fire, K? So what if Brick and Ron saw our show?" Bonnie asked as she walked out behind the rushing Kim. "You didn't think you could keep this from him forever, did you?"

"Yeah, I was kinda hoping I could." Kim said, glancing back toward her dance partner only to grow pale. "Ron?" she said, noticing her best friend standing against the wall of the building.

"Hey, KP," Ron said awkwardly.

"I think I'll just go on home," Bonnie said, looking between the two former best friends. "Let you guys talk…" Bonnie said, stepping backwards before turning away. "See ya at the apartment, K." she said, and Kim winced at yet another secret of hers laid at Ron's feet.

"Mind if I walk you home?" Ron said with an awkward smile.

"Seeing as my roommate has abandoned me, I could use the company…" Kim ducked her head.

The two walked out from the alley to the sidewalk and continued on in silence. Finally, Ron spoke up. "Why are you doing this, Kim? You're better than this…"

"What do you expect me to do to get through college, Ron?" Kim asked softly. "I don't have anything. My college fund was gone thanks to Dad's … mistake. We lost everything, Ron. Mom and the Tweebs don't even have a home anymore; they're having to live with your mom… and with my dad a known villain, all my credibility as a hero was shot. I had to close down the website because I couldn't even get babysitter jobs. Who wants help from the daughter of the Green Goblin?" she asked with a sad laugh. "All I have left to get me anything is my body, and dancing is a lot better than the alternative."

"You've still got me, you know?" Ron said with a soft smile.

"I don't even have that anymore, Ron," Kim sniffed, avoiding looking at the blond. "Gwen's going to be your wife. I can't be your best friend anymore if you marry her… it's in her job description, now, you know… confidant … best friend … l-lover …"

"Just because I'm with Gwen doesn't change us, Kim," Ron said as they stopped in front Kim's rundown apartment building. "I promised I'd always be there for you, remember?"

"But not in the way I need you!" Kim snapped, tears running down her cheeks.

"Kim…" Ron breathed in surprised at the sharpness in Kim's voice.

"What part of what I told you in the graveyard don't you understand? I LOVE YOU! I'm IN love with you. Something like that doesn't just go away …" She said and closed her eyes tightly. "I am very not good with this situation, Ron; you asked me yesterday if I was ok with you marrying her, and I lied. I don't want you to marry her. I want you to marry me!"

Before Ron could respond, Kim wrapped her arms around his neck and pulled him down to her, pressing her lips to his, and her heart soared when he began to return the kiss. A moment later, her heart slammed back into the ground as Ron gently pushed her away. "KP … I can't … I'm with Gwen, now…"

"She's barely known you a year, three years tops, and she gets the chance to be with you," Kim asked, knowing beforehand how selfish her statement would sound, but didn't care. "I've known you my whole life; where's my chance? Why can't I get a chance to be with you? All I ask is one chance…"

"Kim … I'm … I'm sorry …" Ron stepped back, his chin dropping to his chest.

Kim stared at him with a pained expression. "I can only be your friend, Kim …" Ron said softly. "That's all I have to give …"

Kim shook her head slowly as tears began to flow anew. Her lip trembled, and she tried to say something in reply, but all that left her lips was a sob. She turned quickly and dashed into the apartment building, tears dropping through the air as she ran from her best friend.

_With great power …_ Ben Stoppable's voice echoed in Ron's mind as he watched the door close. _Must always come … great responsibility…_

**(4)**

"You ok, Kimmie?" Anne Possible asked from the seat behind Reed and Brick in the space shuttle. It had been a week since Kim and Ron spoke outside her apartment, since she had spoken to him at all.

"Yeah, just a lot on my mind," She replied to her mother.

"T minus thirty seconds, gang," Reed said excitedly from the co-pilot's seat beside Brick. "Ready to ring in the new year from outer space?"

Kim glanced out the small window to her right to and looked at the crowd a safe distance away, trying unsuccessfully to spot Ron and Gwen in the reporter section of the stands.

Meanwhile, in the crowd, Ron stared at the ground beside his fiancé, with Jim and Tim standing before them. "Hey, Ronnie, wake up," Gwen elbowed him. "The shuttle's about to take off. if you don't get a good shot, JJ'll flay you alive and make a belt and boots out of your hide."

"Right, sorry, Gwen," Ron brought the camera up to focus on the space-plane sitting upright on rocket boosters. "Just got a lot on my mind…"

"Stay focused on this, and when we get back to the apartment, I'll help you take your mind off things," she said with a small pat to his rear.

Ron flushed and began taking pictures as the shuttle rockets ignited.

Kim beamed, being pushed back into her seat as the jet rocketed upward. The adrenaline, oh, how she had missed the adrenaline of rocketing upwards or downwards, the momentary sense of helplessness. This was where she belonged, in the action, in the excitement.

The prototype jet rocketed trough the sky, making it into orbit in record time. "Wow, Dr. Richards," Kim smiled. "NASA's definitely going to want to buy this baby," Kim beamed, looking out the window to see the Moon in the distance.

Her eyes narrowed when she noticed something approaching off her left side. It looked like some kind of cloud. "Dr. Richards?" Kim asked. "There's something coming at us. I don't know what it is, but I have a bad feeling about …" She couldn't finish as the cloud slammed into the side of the jet with incredible force, the multi-colored energy waves literally passing through it and them. All four gasped in pain from the energy before passing out, leaving the jet to fall helplessly back into orbit the way it came.

Back on earth, people began to gasp and scream as the shuttle fell, leaving a burning trail through the sky. "Something's wrong." Gwen, said, pulling the horrified Jim and Tim to her, making them look away.

"EVERYONE, CLEAR OUT! IT'S CRASHING RIGHT HERE!" A security guard called out, and people began running in a panic.

"Ron, we have to … Ron?" Gwen asked, looking around, unable to find her fiancé anywhere. "Let's go, boys…" she said worriedly, moving them along with the crowd.

"Don't die …" Spider-Man prayed as he swung and sprayed his webbing, creating a massive web over the whole area. "Please don't die … please, please don't die…" he said, looking up at the rapidly approaching shuttle. He glanced away when the burning shuttle slammed into and through the web before slamming into the ground. The web had done the trick, slowing it down, but hadn't done it well enough.

"No …" Spider-Man breathed as he looked at the crumbled shuttle, covered in a strange black substance. He webbed his hands and feet, then jumped up the side of the shuttle, ignoring the intense heat from the damaged hull. "No … no … no …" He kept repeating as he reached the hatch, completely covered in a blob of black sludge. He reached through the substance, getting it all over his suit, but he didn't care. All that mattered was getting to Kim... and her mother... and Reed, and Brick, but especially Kim.

"Kim can't die." Spider-Man growled as he jerked the hatch off its hinges and threw it away, "Not like this."

He climbed into the damaged cockpit and saw Kim's smaller frame first. His eyes widened in horror when he saw her laying in the middle of a fire. Ignoring the flames, he fired a webline and jerked her from it, cradling her in his arms. "Don't you dare die on me, Kimberly Ann, don't you DARE." He yelled at her unconscious visage. He leapt back through the hatch, mentally noting how hot to the touch Kim seemed., not a good sign at all.

He laid her down beside the shuttle and gazed at her for a moment before leaping back in for the others. He shook his head when he thought he saw Anne fading and in and out of sight, "Probably just fumes getting to me …" he said to himself as he got her out next. Followed by the heavier-than-he-looked Brick, and the limp Dr. Richards. He looked at them all for a moment before stepping back as the EMTs arrived. The quickly removed their outer space suits. "Oh, my god," the EMT working with Kim gasped, drawing the worried Spider-Man's attention.

"Her temperature is way too high. We have to get it down, or we're going to lose her!"

Ron watched them load the four into ambulances to drive them to the hospital and quickly swung along behind. He settled down at the rooftop of the Middleton Memorial Hospital, and his strength failed him. He sat roughly and jerked off his mask, resting his face in his hands as he cried in worry. "Don't let them die …" He prayed before he fell asleep, stretching out on his back as the black substance stretched and spread out across his costume, covering it.

**To Be Continued …**

Well, folks, there's the new chapter. Don't expect anything else from me till at least the weekend, as I'm leaving in the morning on a well-deserved vacation! Should help my muses along. Until next time! Ta, and don't forget to review!


	3. Most Fantastic Changes

**Chapter 3: Most Fantastic Changes**

"Oh, man… did I drink last night?" Ron asked as he slowly started to wake. His head was pounding, and his body felt light and strange. It took him a second to realize he was hanging upside down by a webline. "How did I get here?" He asked before looking forward to see a reflection in the window of the skyscraper he was hanging by. "And what happened to my suit?" He asked, noting the familiar red and blue webbed suit replaced by a solid black suit with white eyes and a large white Spider-symbol on his chest. "Not that I'm complaining…"

Ron let go of the webline and tumbled through the air before snapping another to the side of a building to swing in another direction. "Whoa…" he breathed as he flipped through the air to land on a radio tower. "This suit… where'd it come from? The power… it'd be so easy to get lost in it…"

He spent hours just swinging between buildings, enjoying the additional strength and agility this strange suit had given him.

Ron was on top of the world, feeling better than he ever had before. But in the back of his head, something felt off, like he was forgetting something drastically important. He swung down to street level when something caught his eye on the local news. He stopped quickly and pressed his hands to the glass of the electronics store. "…Kim Possible, former teen hero and daughter of the scientist-turned-super-villain James Possible, was hospitalized late last night along with her mother Andrea Possible, pilot Benjamin Flagg, and supervising scientist Reed Richards after the unexplained space shuttle crash …"

"KP!" Ron gasped before swinging away at full speed. "How could I have forgotten?"

'They're alright; you don't need to go…' a small voice spoke in the back of his head, but he ignored it. "I really need to stop staying up so late… even my brain is making silly talk." He said to himself before he dropped in behind the hospital. "Great… no change of clothes… what?" He blinked when the mask pulled away by itself. He glanced down to see a black jersey not unlike his favorite shirt in high school, a pair of black cargos and matching sneakers in place of his suit. "Impressive…"

Ron walked into the hospital and found the ICU waiting room quickly. His spider sense barely registered before the hand connected with his cheek. "Where the hell have you been?" Gwen snapped, her eyes glaring daggers at her fiancé.

"I've… been out…" Ron stammered.

"Well, while you've been 'out', your BEST FRIEND and her mother have been in the hospital fighting for their lives, and her younger brothers have been here with me scared to death. Damn it, Ronald, they knew you didn't love her, but they thought for sure you at least gave a damn!"

"And what was I supposed to do, sit here and cry like a pathetic loser?" Ron snapped back, shocking himself with his words.

"What?" Gwen's eyes flashed.

"Kim's strong. So's her mother," Ron said, feeling as if he had lost control of his mouth. "The strong survive. It's the natural order of things."

"What's gotten into you?" Gwen asked, taking a step back as she and the twins stared at him in shock.

"I… I'm not sure myself…" Ron said, shaking off an angry response.

"Excuse me?" The four turned to see the doctor walking into the room. "Possible, Flagg, and Richards family?"

"Are they ok?" the twins asked in unison, raw terror etched on the faces.

"Are you all of the families?" he asked, glancing around the small group.

"Reed doesn't have anyone," Jim answered.

"And Brick's family and girlfriend are out of town," Tim continued.

"Very well. They're unconscious still, and almost physically fine…" the doctor said, looking at each of them.

"Almost?" Gwen pressed.

"They're giving off a strange radiation. Very low level, but still there. We're not sure exactly what it or the cause of it is. But we'll let you know as soon as we can," the doctor said, turning and leaving the room.

Gwen turned quickly and hugged the twins before they started to break.

Ron couldn't just stand there, unsure on what to do. "I've… gotta go change…" he said, glancing down at his black outfit.

**F4**

Beep-beep-beepbeep

Kim Possible's eyes slowly fluttered open from the familiar sound signaling someone somewhere needing help and found herself in her old bed. She glanced around and was surprised to see a bright light in the center of the room. "What?"

"Greetings, Chosen One," a booming voice spoke, and she squinted her eyes at the bright light before her. She could vaguely see the outline of a man standing in the light upon what looked like a large surfboard.

"Something is coming, Kimberly Anne Possible, something beyond all human imagining," the man spoke. "That's why I have chosen you to utilize one of four primary elements: water, fire, earth, and air. You are the Guardian of Elemental Fire. I have given you the cosmic power to harness it. Now, I will give you the knowledge to use it."

"What's coming?" Kim asked as she felt herself starting to drop.

"A force, neither enemy nor friend. I served it once. And for what I have seen, I am giving you an opportunity to save your world…" he said before Kim fell back into the darkness. "When you awaken, you will know what you must do…"

**F4**

Reed Richards opened his eyes and found himself laying on the floor of a dusty, old warehouse. "SPIDER-MAN!" Reed looked up to see Kim watching on as Spider Man and a green, armored figure battled.

He watched the exchange in interest, but couldn't stand seeing the young hero getting beaten by the Goblin-like monster. he was so far off, though. "You must defeat your demons before you can gain the power of the Guardian of the Elemental Water." A booming voice spoke in the back of his head. "Remember who you are, what you became, and become what you are meant to be."

"What did you call me…" Reed shook his head, glanced up, and saw Spider-Man fly back, half of his mask burned off. "RONALD!" He called out. Before he could stop himself, he threw a punch, stretching his arm across the warehouse and punching the Goblin in the face. The fact that he had just turned his arm into Silly Putty didn't register at all. Instead, he ran toward the Green Goblin.

"Retake your life and your family," the voice spoke as the world froze except for Reed and the Green Goblin.

"I want to live again… I didn't get my revenge," the Goblin chuckled as the two men turned to face each other.

"That's it, let it all out," Goblin laughed as Reed threw angry punches. "Become me again… become me again!"

"No," Reed stepped back, much to the Goblin's surprise, "I won't."

"It's inevitable; you're just going to bottle everything up until it gives me the opening I need," Goblin laughed.

"No I won't. You taught me what I need to do. I'm going to talk to my family, tell them where they make me proud as well as where I'm disappointed, and talk out what I'm angry over. You're done," Reed said, and in a flash, he found himself on a table in a laboratory.

"Where am I…" his other self asked.

"Hello, Dr. Richards," a man in a lab coat approached. "Do you remember who you are, Dr. Richards?"

"Dr… Richards?" he asked glancing up at the dark haired scientist.

"We were afraid of that. My name is Dr. Victor Von Doom, and you're Dr. Reed Richards. We work together here at Global Justice Science Department." Dr. Von Doom sighed, "Do you remember anything at all… who you are, home life, anything?"

"I… it's fuzzy… almost everything… but I do remember… a wife, kids: a daughter and two sons… but names… faces…"

"Yes… I hate to be the bearer of bad news, but… your family was killed in the same accident that caused your amnesia," Von Doom said sadly. "Do you remember anything about Spider-Man or the Green Goblin?"

"Green Goblin? No… but Spider-Man? I… no, nothing," He shook his head. "I want to remember…"

"Don't worry, old friend, I'll help you through this…" Victor said, placing his arm around the confused man.

"What did they do to me?" the current Reed said, looking at the face in the mirror, seeing how different it looked.

"A blessing in disguise… you may regain your family," the voice spoke, "as you protect your world."

"Who are you?" Reed asked, looking around the frozen scene.

"If you must call me anything, call me Norrin," the voice then explained that a great force was coming to Earth and that Reed had been chosen to stop it. "I have given you the cosmic power to control your element. Now, I give you the knowledge to use it. When you awaken, you will know what to do."

**F4**

Spider-Man swung into his apartment. "Something isn't right …" He said as he reached under his bed, pulled out an old briefcase, placed it on his bed, and opened it. "Something tells me I need to give you a break…" Ron said as he tried to pull off the mask.

"Hmm… kinda tight…" He said and, after a moment, was finally able to pull the mask off. He then did the same with the top and pants, both giving him the same strong resistance. "Creepy…" he said before folding the suit and placing it in the case. "See you later…" Ron said, closing the case and pushing it under his bed before he turned and went to his closet for a change of clothes, not noticing the suitcase wiggling and jumping under the bed.

**F4**

Andrea Possible woke up and found herself standing in the middle of the street. "What? Where am I? What's going on?" She asked frantically, but it was as if no one in the crowd could see her. They all just continued to stare up at the darkened sky. Anne looked up to see what they were staring at and gasped in shock: a city-sized space craft hovered above them. "PEOPLE OF TERRA! YIELD TO YOUR DESTRUCTION!" A large alien hovered above the city street on a large stone. He had purple skin and his long silver hair blew in the wind as he stood with a large scythe. "I am Terrax the Tamer, and your world has come to an end!"

Before the seven foot tall monster could continue his monologue, his face was webbed. "WHO DARES DEFY THE HERALD?" He demanded.

"Oh, no one important… just your Friendly Neighborhood Spider-Man," Spider Man said from where he sat on the side of a building.

She smiled proudly as the red-and-blue clad hero swung quickly and kicked the alien off his rock. "Having fun? Tourists always get a kick out of downtown Upperton," Spider-Man stated as he landed before the alien.

Before Terrax could get up, he was quickly cocooned in a web. "I'd show you around town, but it looks like you're all tied up," Spider-Man commented before tilting his head. "Call yourself the Tamer, huh? Well, judging by how wild your hair is, I don't see how it fits. If you can't tame that mop, what can you tame?"

"You are the earth's champion?" Terrax asked, glancing up at Spider-Man. "I am…" faster than even Spider-Man's spider-sense could go off, Terrax was free, and his scythe was impaled through Spider-Man's chest. "Unimpressed. Any last witty banter, hero?"

"Yeah… this sucks…" He breathed in response.

"NO!" Andrea screamed as the world froze around them.

"He is a mighty and brave hero," a booming voice spoke, and Anne looked up to see a man apparently made of shining silver floating above the crowd on a surfboard. "But he will die in vain, attempting to protect the innocent lives of this world."

"No… I can't accept that…" She said, staring up at the being.

He proceeded to tell Anne of this possible future. "I have given you the power to fight back as the Guardian of Elemental Air. Now, I will give you the knowledge to use your power. When you awaken you will know what to do…"

**F4**

Benjamin "Brick" Flagg woke up, floating but finding it hard to move. "Where am I?" He asked, noticing the Moon in the distance and a field of debris between him and it.

"This is the planet Terra, or as you call it the planet Earth, within the next year." A booming voice spoke in his head. Brick glanced up to see a tall, silver-skinned man on a board. "You have been chosen, Benjamin. You have the power to stop this… but your price will be great."

"What am I supposed to do?" Brick asked, staring at the rubble.

"I have given you the cosmic power to fight as the Guardian of Elemental Earth. Now, I will give you the knowledge to use it…" the voice said, paused a moment, and then continued, "For what it is worth, Benjamin… I am sorry…"

**F4**

Spider-Man swung through the city on his way back to the hospital when his Spider-Sense exploded. "Oh, great … Gwen's so gonna be pissed at me… not that she doesn't have a right to be…" he said to himself as he made a pass to return toward Main Street.

"OVERWORLD! PREPARE TO FALL!" A costumed man bellowed as he stood in the middle of the street. He was chubby and wore dark sunglasses as well as a green jumpsuit.

"Hey, big guy, can I help you with something?" Spider-Man asked as he landed in front of the villain. "I can tell you straight out a visit to Club Banana or Smarty Mart wouldn't hurt."

"I am the Mole Man, and I am here to avenge my beloved Underworld!" the odd man yelled in Spider-Man's masked face. "The Overworld will fall to my power!"

"Great… another psycho with delusions of grandeur…" Spider-Man groaned to himself. "Alright, bud, I'll let you take first crack. What ya got?" Mole Man took a vial from his belt and threw it at the ground, which hissed and smoked before absorbing into the asphalt. "That it?"

A second later, the ground began to rumble and shake, and the people traveling along the busy street finally took notice. "Oh... snap." Spider-Man said softly as a giant humanoid rock monster rose from the ground with Mole Man straddling its head, laughing insanely. "I should have worn my new black suit…"

**F4**

Simultaneously, four eyes snapped opened at Middleton Memorial Hospital. Kim Possible was the first to get out of bed. "Mom! Reed! Brick!" She called out, glancing around her private hospital room. She got up and saw herself in the mirror. "What the heck?" She asked as she turned to look at her profile.

"Where did these come from?" She asked, cupping her chest. She had never been busty like Bonnie or even her mother, but now her modest and athletic B-cups had grown into at least C-cups. She let her eyes look at her curves, which she had never been ashamed of and were now far more defined, adding a more feminine quality to her already toned and athletic physique. "Me like…"

She rushed out and ran right into someone. She fell to the floor and looked up to see her mom standing there in a hospital gown as well. Her physique had been altered, too, it seemed. Her hair was a little longer, her body had increased in muscle tone, and certain parts that had began to 'relax' with age were once again perky. "Mom? Sorry, I didn't see you there." Kim shook her head.

"I know you didn't," Anne said with a knowing smile, "So what can you do, Kimmie?"

"What can I… it wasn't a dream?" Kim's eyes widened.

"I thought so, too, until I tried this…" She said, vanishing into thin air. "What do you think?" Anne asked as she reappeared. "Let's see your trick."

"Um… not really sure how… let me try something…" Kim said, closing her eyes. Her mother's gasp made her open her eyes to see her hands in flames. "Whoa… Shego eat your heart out!" Kim smiled. She put out the flames and then grinned brightly. "Mom! Imagine that… but… everywhere!" She said, motioning all over her body.

"Focus, Kimmie. You go check on Brick, and I'll check on Reed," Anne said, adjusting her hospital gown. "Can't wait for him to see this…" she giggled at the thought.

Kim knocked on the door. "Brick, are you ok?"

"GO AWAY!" came his reply in a tone a bit rougher than what Kim was used to.

"We've all been changed, Brick, it can't be that bad," Kim said as she knocked on the door again.

"I wouldn't be so sure …" Brick replied.

Kim waited patently as she heard the door handle start to turn. "Brace yourself…" Brick warned before he pulled open the door, and Kim had to stop herself from gasping.

"Brick?" Kim breathed covering her mouth with her hands.

"Literally now…" He sighed as he looked down at his feet. Kim could only stare at her friend, whose body had seemingly been turned completely into stone. "I think I'd rather have the muscle and bigger boobs over this, Kim…"

"It's… not... that bad…" Kim said with a tight smile.

"I'm gonna lose Mon…" Brick said, putting his face into his large rock-like hands.

"Now, don't start thinking all negatively," Kim said, placing a hand on his shoulder. "Monique's not like that."

"Kimmie, how's… oh, my word…" Kim looked up to see Reed entering the room with her visibly trembling, but thought it was from the shape Brick was in.

"Hey, Reed, what did you get out of the deal with Silver Guy?" Kim asked, diverting any conversation away from Brick's appearance.

Reed gave a smile before he reached out and placed a hand on Brick's shoulder… from across the room. "Wow, can you stretch any part of your body?" Kim asked curiously.

"As far as I know… I haven't really had a chance to test it…" Reed said as he retracted his arm.

"Oh, I'm sure Mom'll help with that," Kim said with a suggestive smirk. "So… have you tried... um... turning it off, Brick?"

"Don't think I can, Kim…" Brick sighed.

"How come? We all can… you just need to figure out how," Kim offered, but Brick simply shrugged.

"I'll work with you, and we'll get this figured out in no time," Reed said, walking up to his friend. "I promise." He then turned to the younger redhead in the room. "Could you turn on the TV, Kimmie-cub, so we can see what's going on out in the real world?"

"Don't call me that…" Kim said, her jaw flinching slightly along with her narrowed eyes.

"Sorry…" Reed said with an odd sad expression in his brown eyes. Kim shrugged and turned on the TV, but her eyes widened at the news report.

"What the heck?" Kim asked as the three watched the giant rock monster outmatching and overpowering the much smaller Spider-Man.

"…And the Spider-Man struggles to even distract this so-called Mole-Man and his monster in downtown Upperton. How long he can dodge this monster without injury to himself or other innocent bystanders is a question none of us can answer…" The reporter said as the live footage showed Spider-Man take a backhand from the giant's fist to crash into the windshield of a parked police car.

"Did you see what's happening on TV?" Anne asked as she came rushing into the room, having missed Reed in his own.

"We have to do something, Mom!" Kim said with worried eyes.

"Like what?" Anne asked, watching the screen hopelessly.

"Oh, I don't know…" Kim said sarcastically as she sparked a flame on two fingers.

"Oh, right… I forgot…" Anne flushed brightly.

"Norrin said we were supposed to use our powers to fight that invader…" Reed said, showing anxiety about getting into a battle.

"And how are we supposed to fight if we don't even know how to use our powers?" Brick asked, raising his larger arms in desperation. "Spider-Man has saved me several times. Here's an ample opportunity to return the favor." Kim said, holding out her hand palm down. "Who's with me?"

Anne was the first to place her hand on Kim's. And a moment later, Reed's hand followed, giving both a small squeeze before settling.

"Aw, what the hell…" Brick sighed before placing his hand on theirs, covering all of them. "It's Clobberin' Time."

To Be Continued…

Next Chapter: Rise of the Fantastic Four!


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